TIDMEMAN
RNS Number : 0657R
Everyman Media Group PLC
18 September 2017
18 September 2017
Everyman Media Group PLC
("Everyman", the "Company" or the "Group")
Conditional Placing of 10,000,000 new Ordinary Shares at 170
pence per share to raise GBP17.0 million
Notice of General Meeting
Everyman Media Group PLC is pleased to announce that it has
raised GBP17.0 million (gross) via a placing of 10,000,000 new
Ordinary Shares at the Placing Price of 170 pence per share. The
Placing Shares have been conditionally placed by Cenkos Securities
PLC ("Cenkos"), as agent for the Company, with institutional and
other investors. The Placing was over-subscribed.
Highlights:
- The Placing has been undertaken as the Directors believe there
are significant opportunities for more Everyman venues in the
UK
- The proceeds of the Placing will be used to finance additional
new cinema openings above the Company's existing plans, while
maintaining debt leverage at a prudent level
- Directors and related parties are subscribing for 3,354,874
Ordinary Shares as part of the proposed Placing, for a total value
of GBP5.7 million
- A new long term incentive plan ("LTIP") has been introduced to
strengthen the Company's ability to attract and retain key senior
executives
Crispin Lilly, Chief Executive Officer, commented:
"We are delighted by the strong level of support we have
received from investors as part of this fundraising. The funds
raised from this placing will allow us to accelerate the Company's
growth plans by financing additional new cinema openings in 2019
and beyond, creating significant further value for
shareholders."
For further information, please contact:
Everyman Media Group PLC Tel: 020 3145
Crispin Lilly 0500
Cenkos Securities PLC (NOMAD Tel: 020 7397
and Broker) 8900
Bobbie Hilliam
Background and Reasons for the Placing
The Directors believe that the opportunities for more Everyman
venues within the UK are significant and this has been reinforced
by the success of 11 new venues opened since 2015. The scale of the
opportunity is evidenced by the success in towns such as Reigate
and Gerrards Cross, as much as the larger city centre venues like
Birmingham and Leeds.
New venues can be part of a large new developer-led complex, the
refurbishment of an old existing traditional cinema or conversion
of small existing spaces.
The Group currently has sufficient cash resources to finance 6
new openings in 2018 and 2 to 3 new openings per year thereafter,
funded from a mixture of cash held, retained earnings and debt
financing. However, the Directors believe that the Group has the
opportunity to increase the number of openings in future financial
periods based on the number and quality of new sites it is being
offered. The purpose of the Placing is to finance this intended
increase in openings, whilst maintaining a sensible level of debt
leverage within the business and providing additional working
capital.
Current Trading and Outlook
The Directors can confirm that the Group is trading in line with
their expectations, following a reasonable overall summer in the
cinema market. The Directors are positive on the future prospects
of the Group as it continues to expand.
Placing
Subject to Admission and the passing of the Resolutions, the
Company will issue 10,000,000 new Ordinary Shares which will raise
GBP17.0 million, before expenses, and GBP16.5 million, after the
expenses of the Placing (which are estimated to be GBP0.5 million
(including VAT) in total). The Placing Shares have been
conditionally placed by Cenkos, as agent for the Company, with
institutional and other investors.
The new Ordinary Shares issued pursuant to the Placing will
represent approximately 14.3 per cent. of the Enlarged Share
Capital. The Placing Shares will, following Admission, rank in full
for all dividends and distributions declared, made or paid in
respect of the issued Ordinary Share capital of the Company after
the date of their issue and will otherwise rank pari passu in all
other respects with the Existing Ordinary Shares. The Placing Price
represents a discount of 2.86 per cent. to the closing mid-market
price of 175 pence per Ordinary Share on 15 September 2017 (being
the latest practicable date prior to the date of the Circular).
Cenkos, as agent for the Company, has agreed to use its
reasonable endeavours to procure subscribers for the Placing Shares
at the Placing Price. Cenkos has also agreed to use its reasonable
endeavours to procure purchasers for 235,294 existing Ordinary
Shares at the Placing Price on behalf of Paul Wise. Neither the
Placing or the sale of Ordinary Shares on behalf of Paul Wise is
underwritten. The Placing and sale of Ordinary Shares on behalf of
Paul Wise is conditional, inter alia, upon:
- Shareholders approving the Resolutions at the General Meeting
that will grant to the Directors the authority to allot the Placing
Shares and the power to dis-apply statutory pre-emption rights in
respect of the Placing Shares;
- the Placing Agreement becoming unconditional and not having
been terminated in accordance with its terms prior to Admission;
and
- Admission taking place not later than 8.00 am on 6 October
2017 or such later date as is agreed in writing between the Company
and Cenkos, but in any event not later than 8.00 am on 6 November
2017.
Directors' and related parties' participation in the Placing
As part of the Placing, certain Directors have agreed to
subscribe for Placing Shares at the Placing Price. Details of the
Placing Shares for which the Directors will be subscribing are
displayed below:
Director* Number of Percentage Number of
Ordinary Shares of current new Ordinary
held before issued Ordinary Shares to
the Placing Share capital be subscribed
for as part
of the Placing
----------------- ----------------- ----------------- ----------------
Adam Kaye 5,009,809 8.4% 676,471
----------------- ----------------- ----------------- ----------------
Charles Dorfman 4,847,360 8.1% 657,681
----------------- ----------------- ----------------- ----------------
Philip Jacobson 66,000 0.1% 7,776
----------------- ----------------- ----------------- ----------------
* and persons closely associated
In addition to the above subscriptions, Blue Coast Private
Equity L.P. ("Blue Coast") owns 19.7 per cent. of the issued
Ordinary Share capital of the Company as at the date of this
document and is therefore an existing substantial shareholder of
the Company (as defined by the AIM Rules), and will be subscribing
for 2,012,946 new Ordinary Shares. Michael Rosehill, a
non-executive director of the Company, is a director of Blue Coast.
Following Admission, Blue Coast is expected to hold 13,798,639
Ordinary Shares, representing approximately 19.7 per cent. of the
Enlarged Share Capital.
Blue Coast's participation in the Placing is classified as a
related party transaction under the AIM Rules. The independent
directors of the Board (being Crispin Lilly and Jonathan Peters)
consider, having consulted with Cenkos as the Company's nominated
adviser, that the terms of this transaction are fair and reasonable
insofar as the Company's shareholders are concerned.
As part of the Placing, Paul Wise has also agreed to sell
235,294 existing Ordinary Shares at the Placing Price. Details of
the existing Ordinary Shares being sold as part of the Placing by
Paul Wise are displayed below:
Director Number of Percentage Number of
Ordinary Shares of current Ordinary Shares
held before issued Ordinary to be sold
the Placing Share capital as part of
the Placing
----------- ----------------- ----------------- -----------------
Paul Wise 3,099,134 5.2% 235,294
----------- ----------------- ----------------- -----------------
Following their subscriptions for Placing Shares, and the sale
of existing Ordinary Shares by certain Directors, the shareholdings
of the Directors at Admission are expected to be as follows:
Director* Number Percentage Number Percentage
of Ordinary of current of Ordinary of Enlarged
Shares issued Shares Issued
held as Ordinary held on Share Capital
at the Share capital Admission
date of
the Circular
--------------------- -------------- --------------- ------------- ---------------
Paul Wise 3,099,134 5.2% 2,863,840 4.1%
--------------------- -------------- --------------- ------------- ---------------
Crispin Lilly - - - -
--------------------- -------------- --------------- ------------- ---------------
Jonathan Peters - - - -
--------------------- -------------- --------------- ------------- ---------------
Adam Kaye 5,009,809 8.4% 5,686,280 8.1%
--------------------- -------------- --------------- ------------- ---------------
Charles Dorfman** 4,847,360 8.1% 5,505,041 7.9%
--------------------- -------------- --------------- ------------- ---------------
Philip Jacobson 66,000 0.1% 73,776 0.1%
--------------------- -------------- --------------- ------------- ---------------
Michael Rosehill*** 11,974,103 20.0% 13,987,049 20.0%
--------------------- -------------- --------------- ------------- ---------------
* and persons closely associated
** Of the 5,505,041 Ordinary Shares in which Mr Charles Dorfman
is expected to be interested following Admission, 3,592,565
Ordinary Shares will be held by the Lloyd Dorfman Children's
Settlement. Mr Charles Dorfman is one of the potential
beneficiaries of the Lloyd Dorfman Children's Settlement.
*** Of the 13,987,049 Ordinary Shares in which Mr Michael
Rosehill is expected to be interested following Admission, 188,410
Ordinary Shares will be held in a personal capacity. The remaining
13,798,639 Ordinary Shares will be held by Blue Coast Private
Equity L.P. Mr Rosehill is a director of Blue Coast and, therefore,
has an indirect interest in their shareholding.
Admission
Application will be made for the Placing Shares to be admitted
to trading on AIM and, subject to Shareholder approval, dealings
are expected to commence on 6 October 2017 or such later date as is
agreed in writing between the Company and Cenkos, but in any event
not later than 8.00 am on 6 November 2017.
New Long Term Incentive Plan
The Remuneration Committee of the Company has introduced a new
long term incentive plan ("LTIP") to strengthen its ability to
attract and retain key senior executives through ensuring
participants receive competitive incentives which align their
interests with those of the Company's shareholders.
Participation in the LTIP will be at the discretion of the
Remuneration Committee with awards being based on a percentage of
the participant's base annual salary at the date the recommendation
is made. Under the terms of the LTIP, awards cannot be made in
excess of 60 per cent. of the participant's base salary at the date
of the award or, in exceptional circumstances, 120 per cent. of
base salary. Awards will give participants a conditional right to
receive up to a specified maximum number of shares in the Company
subject to achievement of performance targets over a performance
period, both of which will be determined by the Remuneration
Committee. It is expected that 50 per cent. of the award will be
subject to achievement of adjusted EBITDA targets, and the
remaining 50 per cent. will be subject to achievement of share
price targets. The initial awards will have a 5 year vesting
period, but will vest early under certain other circumstances,
including in the event of a change of control of the Company. The
awards will be structured as conditional rights to acquire shares
at nil or nominal cost, to be specified in individual awards.
The LTIP rules contain a dilution limit which limits the value
of awards (and any share awards and options under other plans)
which are outstanding over newly issued shares of the Company at
the date of award, to a maximum of 10% of the issued share capital
of the Company at that time. Awards under the LTIP will also be
subject to both malus and clawback provisions; clawback can be made
up to 3 years after the end of the relevant performance period.
The Board of Directors of the Company may from time to time
amend the terms of the LTIP as it sees fit, provided that the
amendment does not have a material adverse effect on a participant
without the consent of the participants.
Recommendation
The Directors consider the Placing to be in the best interests
of the Company and the Shareholders as a whole and, accordingly,
unanimously recommend that Shareholders vote in favour of the
Resolutions to be proposed at the General Meeting as they intend to
do in respect of their own beneficial holdings amounting, in
aggregate, to 13,210,713 Ordinary Shares, representing
approximately 22.0 per cent. of the Existing Ordinary Shares.
Circular and Timetable
The Circular has today been sent to shareholders who have
elected to receive a hard copy of Company documents. The Circular
is also available on the Company's website:
http://investors.everymancinema.com/. The circular convenes a
General Meeting of the Company to approve the Placing and will be
held at Everyman Cinema, 5 Holly Bush Vale, Hampstead, London NW3
6TX at 10.00 a.m. on 5 October 2017. The key dates for the Placing
are set out below:
Circular posted to Shareholders 18 September 2017
Latest time and date for receipt 10.00 a.m. on 3 October
of Forms of Proxy 2017
General Meeting 10.00 a.m. on 5 October
2017
Admission and dealings in the 6 October 2017
Placing Shares expected to
commence on AIM
Expected date for CREST accounts 6 October 2017
to be credited for Placing
Shares to be held in uncertified
form
Despatch of definitive share within 10 business
certificates in respect of days of Admission
the Placing Shares to be held
in certificated form, if applicable
Capitalised terms used, but not defined in this announcement
shall have the same meaning as set out in the Circular.
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). Upon the
publication of this announcement via Regulatory Information Service
("RIS"), this inside information is now considered to be in the
public domain.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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